Sexual Awakening
by nothingtoit
Summary: Kitty becomes fascinated with Marley's innocence when she finds out about her secret. She decides to teach the girl a thing or two. Marley G!P Kitty/Marley Karley
1. Chapter 1

_A/N: Hey there. So, I'm back with a Karley fic this time. I don't even watch Glee anymore, but I ship them a lot and had this idea for a while so I thought I would give it a shot. Characters may be slightly ooc, sorry if that bothers anyone, but that was how I pictured them when I formed this in my head. Anyway, I hope you like this and give me any and all feedback you may have. I don't have a beta. Any mistakes are all mine and I'll come around to fix them eventually. Thanks for reading!_

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Marley fidgeted in her seat as she vaguely payed attention to what Finn was saying. She barely heard the lumbering boy mention something about superheroes and Artie make a crude joke about Finn's bulge. Speaking of which, that was the reason Marley was so restless. She was worried that somebody might notice the bulge between her legs. Sure everybody in the glee club was pretty oblivious when it came to things going on around them, but she was still concerned that the slightest movement might reveal what she was hiding.

Bright blue eyes glanced at Artie and Tina who were speaking over one another, then over to Finn again almost willing the boy to stop speaking and dismiss them. As Marley's eyes continued their venture around the choir room she noticed a pair of hazel ones observing her with attention. She gulped softly and looked elsewhere once she felt her pants become slightly tighter. Marley knew better than to look at Kitty; it was thanks to the blonde beauty that she was in such a rush to go home. Kitty wasn't aware of the effect she had on Marley so the taller girl didn't make anything of her sometimes distant stares, but it always seemed as though Kitty was lost in thought whenever she looked at her. In other instances, however, -instances like this one- she looked at Marley with a fire in her eyes that stirred so many feelings that Marley didn't know how to react. Her little friend however was always quick to come to attention whenever Kitty was around, no matter how much Marley battled with her arousal.

"Marley will join Kitty to perform a duet." Marley blinked rapidly as she focused on what Finn had just said. Finn smiled with pride in his idea as Kitty chuckled lowly. Marley wasn't all too pleased with the idea; not because she had to sing with Kitty -maybe a little bit because of that-, but because she would have to wear a costume just like some of the glee club members were already doing. Nobody knew of her condition and if she were to wear a latex costume that clung to her body somebody was sure to notice.

"So wait, are we all going to wear costumes?" Marley questioned Finn with concern as she played with her fingers nervously.

"Yeah!" The tall boy exclaimed excitedly. "It'll get us all in the spirit of heroism."

"Do you even know what that means?" Kitty quipped causing Finn's smile to disappear.

"I don't really want to..." Marley's sentence was cut short by the sound of the bell going off. She groaned as she watched her fellow glee clubbers stand and start to leave without paying mind to what she was about to say.

As usual Marley waited for everybody to leave the choir room -especially Kitty- before heading for her locker. On her way, however, she opted to go to the bathroom and change into a pair of more comfortable pants. She placed her backpack on the sink counter and rummaged through her things finding the pair of black basketball shorts and briefs she'd tossed in there before going to school that morning. Although she wasn't very athletic, she liked basketball shorts because they weren't constricting like the many pants she wore to school. It felt nice to let loose every once in a while when not at home.

Five minutes later Marley was done changing into her shorts and was stuffing her pants into her backpack. Zipping up her backpack she glanced at the mirror in front of her and ran her hand through her hair to brush it out a little. It was then that she noticed the small tent in her pants. She bit her lip and slowly looked down. By the looks of the tent Marley could tell that her penis only semi-erect. Her shaky hands traveled to the waistband of her shorts so she could see herself completely. Licking her lips she hesitantly pulled the front of her shorts down enough to expose the shaft.

Curiosity always peeked whenever Marley had an erection. She'd never touched herself other than to shower and use the restroom. For some reason nerves would take over her once she felt her own warm hand on her equally warm member, so she'd stop. Most times she would be thinking about Kitty and that would be enough to make her erupt on her hand without needing any movement. That was why she didn't bother to actually touch herself. Standing there she continued to look down as those thoughts about Kitty Slipped into her mind causing her penis to harden gradually before her eyes. She bit her lip and closed her eyes to reel in her arousal.

"Are you dead? I've been waiting for..." Marley screeched as she rushed to tuck herself back into her shorts. Kitty of all people had just walked into the bathroom. "Um. Are you okay?" Kitty asked after stopping her previous statement due to Marley's quick movements. Her eyebrows furrowed as she looked at Marley blink quickly and hold her backpack tightly against her.

"K-Kitty." Marley barely whispered with wide eyes as she adjusted her backpack. She held back a whimper when she pressed a little bit too hard on her erection. Kitty walked up to the taller girl and stood with a questioning look on he face.

"I saw you come in, I was going to wait for you to come out so we could talk about our duet, but you were taking forever to come out." Kitty explained with an arched eyebrow still in place. In reality Kitty just wanted to check up on Marley and make sure she was okay. She'd noticed how uncomfortable Marley looked during glee practice and she was glad to have an excuse to actually check up on the girl. Even though they had become somewhat friendly toward one another Kitty couldn't help but feel as though she couldn't just approach Marley whenever she felt like it. Not that she felt like it -she did-. For some reason she felt a certain pull towards her 'frienemy' that was hard to ignore.

"Sorry. I'm fine. I was just..." Marley trailed off with a nervous smile while bouncing on her feet.

"Okay." Kitty said doubtfully. She eyed Marley's backpack again and wondered why she clung to it so tightly. By the expression on Marley's face it looked almost painful. Kitty approached the tall girl until they stood closely. "You don't look okay."

Marley gulped and nodded quickly in response. She didn't even have time to wonder why Kitty cared about her well being, because seconds later Kitty's hand was on her forehead and it was almost too much to handle for Marley.

"K-Kitty." Marley stuttered again. She wanted to tell Kitty that her soft hand was causing her already painful erection to stir, but Kitty was unaware of any of it. Fact of the matter is even if Kitty were to know about her little friend Marley would never tell her just how close she was to coming thanks to such a simple touch. It was embarrassing enough to know herself, she didn't need to add to that.

"I think you have a fever." Kitty mumbled as her fingers slowly brushed down Marley's heated face. Kitty knew that she should probably mention their duet so her excuse would seem more genuine, but she was sure Marley wasn't feeling well enough to want to talk about it.

"Yeah I should probably just go home." Marley whispered as she clutched her backpack.

"Is your mom still here?" Kitty asked curiously. Marley's heavy eyes looked down at Kitty's. She observed the gray swirls mixing with shades of green and became entranced. Kitty was talking about something, but it was lost on Marley. She was too busy staring at Kitty's eyes and glancing down at her rosy lips to pay attention to what was being said to her. In the back of her mind she told herself not to be such a 'guy' and to stop fantasizing about the shorter girl, but it was useless because with every silent moment that passed and every response that Kitty didn't get from her, she'd step that much closer to Marley.

Marley wasn't aware that the slow building and amazing feeling she felt between her legs was being caused by her backpack brushing against her throbbing member. All she knew was that Kitty was looking at her so intently that it seemed she was in another one of her fantasies. That was why Kitty's fingers ghosting from her shoulder down to her elbow was all she need to lose it.

"Oh god." Marley whimpered as she clasped her backpack with one hand and placed the other on Kitty's shoulder to keep herself from collapsing. She closed her eyes tightly as small waves of pleasure rippled from the tip of her cock all the way through her body. She had to bite her lip to hold back any moans as she felt cum shoot out against her shorts while she shook in Kitty's arms.

Kitty watched on with a mixture of amusement and concern as Marley's body trembled against her. She waited a moment to give the girl some time to stand on her own again. She was none the wiser to what had just happened.

"Whatever just happened certainly broke your fever." Kitty said softly. Marley who had been softly resting her head against Kitty's shoulder suddenly remembered where she was and pulled away abruptly.

"I'm so sorry." Marley's words rushed out. The smirk she was regarded with caused fear to course through her. Biting her lip she waited for Kitty to say something, anything to ease her worries. A response didn't come immediately though. Kitty watched Marley from her close position in front of her only fueling the taller girl's nerves. "I'm just going to head home now." Marley said with a small smile as she passed by Kitty swiftly.

"You didn't answer my question." Kitty said. Marley sighed and turned back around to face her. To be honest she couldn't remember what question Kitty was talking about so she shrugged. "Is your mom still here?" Kitty reminded.

"Oh, right." Marley mumbled in an attempt to seem nonchalant. She was still had slightly weak knees. "She's probably doing some grocery shopping right now. It's Tuesday. I usually walk home and by usually I mean always. I don't live too far and it's good exercise." Kitty narrowed her eyes as she once again watched the rambling girl go on about why she walked home. She fought back a smile as she saw Marley's nose scrunch up slightly while she scratched her head and continued talking. Eventually Kitty raised a lone finger to stop her from speaking.

"Look, I don't want you to think we're like buddies or whatever." Marley's expression dropped slightly as she nodded. "But I can give you a ride if you want. I mean if we're going to be around each other all week for this duets thing then we might as well start now." Kitty finished with a shrug as Marley smiled shyly.

"Sure. A ride would be great." Marley agreed. With pursed lips Kitty nodded and shuffled around in her spot. The bathroom had become smaller all of a sudden and Kitty did her best to avoid looking at Marley's shining eyes. Marley on the other hand, couldn't help but look at Kitty with moon eyes as per usual. It wasn't as if she didn't try to not do so; it was just hard not to look at Kitty. Not when she was what occupied Marley's mind all day.

One more smile was all Kitty could stand before she brushed past Marley. The ride to Marley's house was short lived, but nice, Kitty thought. Marley was as shy as usual, but she actually held a full conversation with her. Against her own will Kitty smiled when catching Marley's excitement from the corner of her eye as she spoke about music she liked. Glancing over to the taller girl every once in a while Kitty would utter a soft yeah to show that she was in fact listening to her. Fun wasn't something Kitty had experienced in a while and it was safe to say that her time with Marley was the best she'd had in a long time. There was only one thing about the entire encounter that Kitty questioned during the entire encounter. _What was Marley hiding behind her backpack?_


	2. Chapter 2

_A/N: Thank you guys for the amazing support and feedback. It motivates me to continue. I just wanted to point out that Marley does not have an eating disorder in this fic. Also like I mentioned characters may seem ooc sometimes, mostly Kitty because I wanted her to be less mean. I really hope you enjoy this chapter and if all goes well there will be more soon. Thanks for reading and don't forget to review._

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There were two things that Marley was fairly certain of when she woke up the next morning. The first was that her erection was definitely going to be a problem in school and the second was that she doubted she would be able to perform a duet with Kitty.

The idea of exposing herself -due to a tight costume- to the glee club terrified her to no end; she didn't want to be seen as some kind of freak. Truth was she didn't really have any friends in the glee club and she doubted that they would keep a secret like hers to themselves. One of the people she least trusted was Jake. He would surely tell the entire school simply out of spite because Marley rejected his advances constantly. Unique was the only person she could think of that could possibly be understanding and respectful about her condition. That was why she was determined to convince Kitty to pick another partner to sing with; anything to avoid wearing a costume.

"Are you okay, honey?" Marley's mom asked concernedly. The blue eyed girl raised her gaze from the cafeteria kitchen floor up to her mom.

"Yeah, Mom." She replied with a small smile.

"Come on now. I know you too well. Don't lie to me." Millie said while putting down the spoon she was holding and fully facing her daughter. She could tell by the furrow in Marley's brow that she was fussing over something. "What are you so worried about?"

Marley sighed defeated. She knew she couldn't lie to her, especially because her mom was the closest thing she had to a friend.

"Same as always." Marley said while pointing towards her midsection.

"Oh." Her mom said softly with a nod. "I thought you were feeling more comfortable with it now." She added carefully so as to not upset her daughter.

"I am." Marley sighed. "I'm kind of worried about Glee club."

"Is somebody giving you a hard time? Because I can march down to Figgin's office right now and give him an earful about the proper way to be a principal." Marley laughed as she watched her mom reach for her hairnet and make a move for the door. She stood from the stool where she was seated and walked over to her mom to drape an arm around her shoulders.

"You don't need to do that, Mom." Marley said while directing her mom back over to the table where the food she was working on was.

"But..."

"I'm fine. I promise. I'm worried about wearing a costume to next week's assignment for Glee club."

"Oh, honey. You know I can sew you up anything if you need me to." Her mom said with a warm smile.

"I know, but what if the costume is too tight? Or worse, what if it's not tight at all and then something happens? You know like something that would make this noticeable. Oh my god this is too weird to be talking about with you." Marley rambled as she adverted her eyes. She couldn't look her mom in the eye while implying that she could get an erection during her performance with Kitty.

"What do you mean?"

"You know." Marley mumbled crossing her arms.

"I don't know." Her mom responded with a raised eyebrow feeling lost. In that moment Marley sighed and pointed at her midsection again.

"You know." She said full of embarrassment.

The talk wasn't something she'd actually gotten from her mom. Being careful and using the right precaution when having sex was one thing they did have a chat about one day, but whenever she went to her mom with questions about her 'condition' the woman wouldn't know how to respond. They couldn't really afford to continue seeing Marley's doctor after her father had left them, so neither of the two had many of their questions answered. Millie did her best to be there for Marley, but in moments like this she didn't know what to respond with. She didn't really know how to deal with that kind of predicament seeing as she wasn't a man.

"Well..." Millie started to say slowly. Marley groaned and buried her face in her hands while plopping right back down on the stool behind her. "Maybe _that _won't happen when you perform." The blue eyed girl couldn't help but roll her eyes.

"It might." It will, she thought. She bit her lip softly and sighed before continuing to explain. "I have to sing with Kitty."

"Oh."

"Yeah, oh." Marley's shoulder slumped after a shrug. She never told her mom she had a crush on Kitty, but she was sure her mom knew. Especially since she spent most of her days talking about her frienemy. "And that is what I'm worried about. I'm just going to tell Kitty I can't do it."

"Now I didn't raise a quitter, Marley." Millie said with a smile as she placed a reassuring hand on her daughter's shoulder.

"I think I'll sit this one out though." Marley responded surely. Her mom nodded in understanding and pat her shoulder one more time before going back to the food in front of her. "Thanks for listening, Mom."

* * *

"I can't do a duet with you." Marley said one she'd approached Kitty who was rummaging through her locker. Her eyes darted around nervously as she waited for Kitty's response. She was more sure of her decision to not sing with the girl once she actually saw her. The response she was getting from her little friend was instant once she'd seen those hazel eyes.

Kitty turned to look at the taller girl and expelled an unnoticeable breath. For some reason she felt as if the wind had been knocked out of her at the sight of Marley. She quickly recovered and entered HBIC mode.

"Is it because my voice is crystal clear and you sorta sound like you've got a snot bubble stuck in the back of your throat?" Kitty said with a grimace present on her face the entire time. She didn't believe a word that had just come out of her mouth.

"What?" Marley's eyes widened. "No."

"I don't think that." Kitty said quickly. It was her attempt at a recovery from saying such a mean thing to the blue eyed girl just a moment ago. It was odd, but she couldn't stand seeing the hint of sadness in Marley's eyes and she felt the need to make up for it. "That's just what everyone's saying." She lied to seem less nice.

"Look." Marley looked down shyly as she played with the spiral of the notebook in her hand. She couldn't tell Kitty the whole reason as to why she didn't want to go through with the duet, but she decided she could somewhat tell her the truth. "The reason I can't do the duet..." She looked up and saw Kitty looking right back at her causing her to quickly look away again. She couldn't look at her too long without making a literal mess of herself. "... is because of the costume." Kitty's eyebrows furrowed instantly. "I can't wear a head to toe body suit made out of clingy fabric. I'm too self conscious."

The shorter girl turned momentarily to put away some of her books before she looked back up at Marley. She couldn't understand why Marley was self conscious. She has such a nice body, Kitty thought. The thought worried her so she pushed it to the back of her mind as usual.

"You have nothing to be self conscious about, Marley." Kitty said softly as she crossed her arms to appear nonchalant. Marley smiled for a second while a blush crept across her cheeks.

"Thank you, but I just can't." Marley whispered leaning against the locker next to her.

"You're welcome or whatever." Kitty shrugged. "We're doing it right?" Those words caused Marley's eyes to widen suddenly. She perked up and stood straight with her notebook placed securely in front of her. Damn her mind for being in the gutter. "I'm not taking no for an answer." Marley gulped and nodded defeated. The problem wasn't so much that Kitty wouldn't take no for an answer, it was that Marley doubted she could ever actually say no to her.

"Kitty." Whining was Marley's last attempt at being cute and getting out of it. Unbeknownst to her Kitty thought it was adorable, but she shook her head anyway. "Okay, I'll do it."

"Well, I think you've taken up enough of my time." Kitty said without malice. "I guess I'll see you around." Marley nodded with a smile on her lips as Kitty passed by her, their shoulders brushing. As soon as the blonde was out of sight Marley relaxed and expelled relieved. Removing her notebook from in front of her she looked down and saw that the bulge was still slightly noticeable. She didn't know how to deal with it other than to just let it be. Groaning she placed her notebook back in front of herself and headed for her next class

When Kitty said she would see her around, Marley never thought she was implying a sleepover. They hadn't spoken for the rest of the day at school after parting ways, so seeing the cheerio in casual clothing at her front door after school was a shock to say the least. She wondered where Kitty had gotten her address from, but could only assume that her HBIC status helped her with that. Either that or Unique told the blonde where she lives.

"Are you going to invite me inside?" Kitty asked with an arched eyebrow. It took Marley a while to blink back to reality and stop staring at the cheerio's exposed legs. She gulped when a faint breeze seeped into her boxer shorts and she remembered that she had nothing around to cover herself.

"I'm sorry. Come in, I just wasn't expecting you is all." Marley commented closing the door behind her.

"Is this a bad time?"

"No way." Were Marley's rushed words.

"I would have called or something, but I had a feeling you wouldn't say yes to a sleepover if I asked beforehand."

"Sleepover?" Marley squeaked as she glanced to the cheerios gym bag that Kitty held in held in her hand. "But." She cut herself short because she didn't know what to say in that moment.

"We have to pick our duet song and practice a bit." Kitty explained with an amused smirk on her face. She secretly enjoyed how nervous Marley usually seemed to be around her.

"What about the choir room?"

"What about the choir room?" Kitty echoed with a shrug. She knew Marley would protest, but she knew that if she were ever going to be friends with the taller girl then she would have to start somewhere. The duet was a great opportunity to finally spend some time with Marley. She felt the need to try and get to know her and this was her chance.

"Can't we practice there?" Marley said while stepping around the couch to shield herself from view. There was no way she could have a sleepover with Kitty and not expose herself. What if the blonde walked in on her changing or she caught sight of one of her Kitty induced erections. She was thinking of all the other things she could say to make sure Kitty didn't stay the night, but that was before she saw the cheerio pout the cutest pout she'd ever seen. It was such a contrast from the usual Kitty she was accustomed to; she smiled faintly at the sight.

"I can leave if you really want me to." Kitty murmured feeling slightly insecure about the entire situation all of a sudden. Sure, she wanted to see if she could get along with Marley, but the idea that the girl didn't want to do the same hurt her feelings to some degree.

"No." Marley exclaimed. "I just have to ask my mom first." That was when Marley decided she'd tell her mom that she didn't think having Kitty over would be smart because she might find out about her little friend. Unfortunately for Marley, her mom had over heard a better part of the conversation between the two girls; not by eavesdropping or anything like that -she was-. So, she was way ahead of her daughter when she stepped towards the living room.

"Of course she can stay, Marley." Millie said with a warm smile directed towards Kitty. The cheerio smiled in return and hoped that the woman didn't hate her for giving Marley a hard time at the beginning of the school year.

"Mom." Marley said glancing her way.

"I can't remember the last time you had a sleepover, honey." Marley groaned as she payed attention to her mom. "What were you? About seven?"

"Yeah, Mom." Marley said with a smile.

"Wow, nine years ago." Millie said with pursed lips as Kitty laughed at the look of embarrassment on Marley's face. "She was so cute. You should have seen her. She had these adorable little paja..."

"Hey Kitty, do you want to go upstairs and do something that doesn't involve my mom telling stories?" Marley interjected shyly to stop her mom from going on.

"No way, I'm having fun."

"See? Leave the girl alone Marley." Millie said while motioning for Kitty to take a seat on the couch so they could continue their conversation.

Several minutes Marley had decided to join her mom and Kitty as she took a hesitant seat beside the blonde. She made sure to grab one of the couch pillows and place it securely over her lap to avoid any slip ups. Eventually they'd drifted from their conversation about pajamas and Kitty found herself confessing to her love of cooking which was something she had in common with Millie.

"Well I'm going to get ready on dinner. Does spaghetti sound good to you girls?" Millie asked while standing up. Marley nodded and glanced at Kitty who nodded as well.

"Spaghetti sounds great." Kitty regarded politely as she stood up with all the poise she'd learned from her father. She felt compelled to be on her best behavior, she wanted to make a good impression. "It was really nice to meet you, Mrs. Rose."

"None of that missy. I see you everyday at the lunch line." Millie teased.

"About that." Kitty started off lamely while looking every which way to find the courage to continue speaking. Both Marley and her mom waited patiently for the blonde to eventually say what was on her mind. "I'm really sorry about the names and teasing. Just saying sorry seems so wrong. Not because I'm not sorry, but because I know that no matter how much I apologize to you and your daughter, I'll never be able to fully express how much I regret it all." Marley was taken aback by Kitty's small rant just as much as she was herself. She assumed her vulnerability was brought out thanks to the comfort she felt around Marley and her mom. Even if they had barley spent any time at the Rose residence, she felt a sense of warmth around them that she didn't feel at home.

"I had my doubts about you at first, but I can tell that underneath that tough exterior is somebody with a big heart."

"I'm not so sure about that." Kitty replied with a smile. She appreciated how forgiving the woman was.

"I am." Marley whispered with no intention of being heard, but Kitty had heard her loud and clear; It was the nicest thing anybody had ever said about her to date.

Both Marley and Kitty had ended up helping Marley's mom with dinner. Once they were done eating and also helping with the dishes Marley led them to her room. She wasted no time and made a beeline for the bathroom where she put on a pair of baggy black sweatpants. They were the safest thing she could think of wearing. Luckily her penis wasn't erect at the moment, but she was almost positive that she would encounter some issues later on. She checked her appearance once more in the mirror and took two long soothing breaths to calm her nerves. It was just kitty after all, the girl who she dreamed about on a daily basis.

When Marley finally came up with enough courage to leave the bathroom she found Kitty in a white tank top and some black shorts, sitting on her bed as she went through a magazine. She was glad to see that the cheerio had made herself comfortable. It had been so long since the last time she had somebody sleep over that she didn't even know what she was expected to do.

"Are you going to stand there all night?" Kitty asked amused as she watched Marley's face go through entirely too many emotions all at once. With a sight Marley walked over to her bed and sat beside the cheerio. Seconds passed before Marley eventually glanced down at the magazine Kitty was reading.

"Cats?" Marley asked curiously.

"You're asking me? This is your magazine." Kitty with a low chuckle as she closed the magazine and tossed it on the night stand beside the bed. "So."

"So?"

"I took the liberty of choosing our song for the duet." Kitty started as an attempt to stir some conversation. She could see that Marley was still in that shy faze of their interaction and she bit her lip as as rush of excitement ran through her. Marley being shy stirred something within her.

"Aren't we supposed to pick it together?" Marley asked softly with a grin. Shrugging kitty reached for her bag that was tossed beside the bed. She pulled out some music sheets and handed them to Marley. "Holding out for a hero." Marley read aloud.

"Yeah. It'll show off my vocal bombasity while at the same time highlighting your mousey softness." Marley rolled her eyes at Kitty's arrogance, even if it was cute.

"I don't sound like a mouse, Kitty." With a smirk Kitty shrugged; she really enjoyed teasing the taller girl. Scooting over until their shoulders were barely touching Kitty reached for a page of the music sheets. Marley's breath hitched momentarily as she looked at the blonde from the corner of her eye. Clearing her throat she spoke up. "Can we talk about what superheroes we're gonna be?"

"I already know what I'm gonna be." Kitty said confidently. "I'm Femme Fatale."

"Femme Fatale?" Marley questioned.

"Exactly. In french it means 'kill women'." It was the exact reaction Kitty was hoping for and more, Marley giggled and shook her head to her obvious lack of french knowledge. Kitty watched with a grin as the girl tried to calm her small chuckles and she wondered momentarily how the blue eyed girl got her hair to flow so perfectly.

"No, it doesn't." Marley replied as she nudged the cheerio softly with her shoulder.

"Of course it does."

"What do you think I should be?" Ideas for a costume were far from her mind simply because she still had her doubts about wearing one.

"Think what your alter ego would be." Kitty suggested. Marley went through ideas in her head, but all she could come up with was the same thing.

"I can't think of anything."

"Well, what do you see when you look in the mirror?" The blonde asked in hopes that it might help Marley think of something.

"I don't know. Maybe I should be someone from the X-men comics." Marley said with a shrug. They were mutants and sometimes thanks to her penis she felt like such.

"And why is that nerd?" Kitty asked playfully.

"No reason. I just don't think I can be a sexy hero like Femme Fatale." Her blue eyes closed the moment she had spoken. She didn't mean to say the last part out loud, but her words seemed to slip on their own. Kitty's eyebrow rose exponentially as she watched the blushing girl intently.

"Sexy, huh?" Marley's blush grew in size as Kitty sat in front of her as opposed to beside her. She grabbed the pillow that was behind her and plopped it on her lap immediately.

"I didn't mean to say that." She whispered while picking at the pillow case below her hands.

"You didn't?" Kitty continued teasingly.

"No, I mean I did, but not the way that I did and now I'm not making any sense and you probably think I'm a weirdo. I meant sexy as in seductive, but I'll just stop now." Marley rambled. Amusement was plastered all over Kitty's face as she watched the cute brunette fumble with an explanation for her words. She'd understood what Marley meant the moment she had said the word sexy, but she thought it would be fun to mess with her a little.

"Hey, calm down Rose. I know what you meant. You're too easy." Kitty laughed while Marley's mouth opened and closed as she thought of words to say. She had no words because the way Kitty's blonde hair cascaded down her shoulders loosely and the way her eyes shined with unshed tears from laughing, was too much of a distraction to actually think properly.

Maybe that was why Marley did the most cliche of things a person could do during a sleepover. She took the pillow in her hand and playfully hit Kitty with it. The cheerio paused for a second before she lunged for the other pillow on the bed and returned the favor to the taller girl. Marley danced around triumphantly upon winning, but Kitty didn't mind that she technically lost the fight because when she eventually fell exhausted, Marley was grinning there next to her like a fool and she felt for a moment that it was okay not to be perfect.

* * *

Kitty groaned grumpily as she tried to adjust her position in bed. After their pillow fight, she and Marley laid in bed to talk about their duet. She couldn't quite recall when they'd fallen asleep, but she assumed it was early; she barely cracked her eyes open and from the looks of the sky through the curtains she could tell that it wasn't time to wake up for school just yet.

There was a weight across her waist and she noticed that Marley's arm was draped around her waist. Biting her lip Kitty battled with herself on whether or not she should remove the girl's arm from it's place. It didn't bother her though, in fact she liked how warm she felt with the taller girl pressed up against her. There was only one thing that had woken her up. Something was pressing into her lower back. At first Kitty thought maybe it was remote control or some kind of hair brush, but she doubted it after a while.

Wanting to finally get back to sleep Kitty reached behind herself to remove whatever what poking her from the bed. Without turning around she blindly searched for what it was until her fingers came into contact with what felt like cotton. She wondered if she touched it a bit more in her fuzzy state then she might be able to figure out what it was.

Slowly Kitty trailed her fingers up and down the hard object, but she still had no clue what it was. She was momentarily shocked when she heard what seemed to be a whimper from Marley. She was unaware that she was stroking Marley's erect cock. She was also unaware that Marley had begun to wake up slowly from her sleep with every tentative stroke. Kitty was determined to get the object out of the way so she could get back to sleep and she wrapped her hand around it. Her eyes widened as a moan escaped Marley's lips.

"K-Kitty." Marley whispered in shock as she felt Kitty's hand firmly wrapped around her hot shaft over her pants. Kitty narrowed her eyes as she stroked the appendage in her hand one more time and the unmistakeable moan of pleasure came from Marley. Then something familiar happened; Marley whimpered as her body trembled. Her hand that had been placed on Kitty's hip moved down to the blonde's toned stomach as she moaned deeply and rocked her body against the hand that held her cock. "_Fuck_." Marley breathed against her ear and Kitty had to bite her lip to suppress a moan of her own at the sound. The brunette panted softly as she came down from her high. Slowly Kitty released her shaft and turned around.

"Marley?" Kitty whispered and Marley waited for the worst. "What just happened?"


	3. Chapter 3

_A/N: Hey there, thanks so much for the reviews. All mistakes are mine. Thanks for reading, you guys rock!_

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"_What just happened?"_

The silence in the room was almost palpable with every passing moment. Kitty waited for an answer as she tried to focus on Marley's face in the dark room; the sun had raised enough to barely brighten the curtains. Marley sighed softly full of anxiousness as she sat and distanced herself from the blonde; she wished in that moment that she'd just slept with a pair of briefs on too, damn boxers. She was still in a daze and had no idea how she'd gone from having a wet dream about Kitty to having the girl's hand stroking her cock. It was almost as if she was trying to prove that she was awake by pinching her arm a couple of times. Marley glanced over to the cheerio who had sat up with along with her. She bit her lip nervously when she saw that Kitty was going to remain quiet until she explained herself.

"It's not what it seems like." Marley finally whispered brokenly as she battled against tears. She could only assume that Kitty would make a big deal of her extra appendage and their friendship would be over; deflecting was her way of trying to avoid that from happening. Kitty's eyes never left Marley's as she sat just a little bit closer; she wouldn't say a word until Marley gave her some kind of a clue. No more than a minute passed and Marley bit her lip as she reeled in her fear enough to speak. "I don't want you to hate me and I'm almost positive that you'll at least be disgusted when I tell you."

"Tell me what?" Kitty asked with an arched eyebrow. There were only a handful of explanations Kitty could come up with to make sense of what had been poking her back; in all honesty she felt crazy even considering the possibility of the brunette having a... No way, she thought. Marley picked at the bed sheet beneath her worriedly.

"I'm a freak. I'm not like most girls." Marley stated softly as she avoided eye contact. The vulnerability in the brunette's voice was noted by Kitty who lowered her head in an attempt to see her better.

"You're not a freak, Marley." The cheerio reassured as best as she could while placing her hand on Marley's lap. When Kitty heard a small hitch in the blue eyed girl's breath she glanced down at her hand. She noticed that it was close to a certain bulge that slowly grew in size. Marley looked up shyly after a moment of silence. She expected Kitty to be repulsed and jump away once her erection was visible against her pants, but instead the blonde's face transformed into one of amusement. A smirk found it's way onto Kitty's lips as she slowly stroked Marley's thigh; never removing her eyes from the brunette's lap. "Is this why you think you're a freak?" Her voice dropped to a whisper.

Marley wasn't sure how to respond to the blonde's bold movements, so instead of speaking she simply nodded. She inhaled sharply when she felt Kitty cup her fully over her pants. The only time anybody had ever touched her had been for medical reasons and that had been so many years ago; intimacy wasn't something Marley ever experienced up until this moment. She had no idea what was going on in the cheerio's mind or where her motions would lead to. Kitty's faint smirk and blatant fascination soothed Marley's nerves slightly, but the brunette still felt a mess of emotions nevertheless.

"W-what are you doing Kitty?" Marley asked lowly as she did her best to reel in how good the blonde's hand felt on her cock.

"If this is what I'm sure it is then you're surprisingly big." Kitty whispered in awe while cupping the shaft with more pressure. The action caused Marley to whimper. "Did you come, Marley?" She asked in reference to earlier. It took Marley a moment to catch on to what she meant, but once she did a blush crept onto her cheeks.

"I'm sorry."

"Don't apologize." Marley looked up timidly. She licked her lips as her eyes took in the sight of Kitty's hair barely lit by small sun rays seeping through the curtains. Her fingers itched to touch the soft looking locks, but she pushed the urge aside and instead opted to gaze into mischievous hazel eyes. Marley had to lick her lips again when she looked down at Kitty's full lips quirked up into what seemed a permanent smirk. How she longed to kiss the girl. Their closeness would make it easy; all she would have to do is lean forward and press their lips together, but the thought made her much too nervous to go through with it. "It's flattering."

"Aren't you going to ask how I have a-a... well..." The brunette pointed down at her lap where Kitty's hand moved to slowly stroking her thigh close to her throbbing cock. Kitty chuckled and shook her head. The cheerio was initially taken aback by the thought of Marley having a penis seeing as she'd never heard of such a thing. That was why once she had the shaft in her hands she was curious to really _feel _what it was. There had been an instance where much to Kitty chagrin she had come into contact with Jake's apparently smaller size appendage during a glee rehearsal; perhaps that was the reason she was able to compare the two and believe just a little more in the possibility of the brunette being special in that way.

"I don't think so." Kitty said softly as she stopped stroking Marley's thigh. She could sense that the brunette was trying hard not to focus on her hand.

"Why not?"

"Are you looking for honesty?" Marley nodded meekly and Kitty chuckled low in the back of her throat at the brunette's cute nose scrunching up. "I think it's fascinating."

"Fascinating how?" There was some slight hesitation in Marley's voice even though she was secretly fist pumping in her mind for not scaring Kitty away. Kitty looked away from Marley's lap and up into blue eyes. She bit her lip softly as she raised her hand to slowly brush back brown locks. Marley's eyes closed in an instant once she felt the blonde's fingers tangle ever so gently in her hair and stroke her head lightly while combing through it.

"I would never admit it before, but you're so beautiful." Marley's eyes opened again as she tried to process the compliment. She knew she was blushing thanks to the warmth that settled in her cheeks. She wanted to say something, but the blonde was already continuing her previous statement. "I wouldn't have imagined you having a penis." Marley could feel her cock twitch when she heard the blonde finally talk about her little friend.

"So, you don't want an explanation?" Marley asked.

"Not really. I may have questions now and then, but I don't need an explanation until you're ready to give me one."

"Why not?" It was Marley who was fascinated at that moment; she had tried to imagine something like Kitty finding out about her condition and not once did she play it out this way.

"It's part of you and who you are right?" Marley nodded so the blonde continued. "I can see that you're a girl and you just so happen to have this." The cheerio gently placed her hand over Marley's dick again as she traced a lone finger along the edges of the brunette's hard tip. Marley inhaled deeply and counted to ten to hold back from coming another time and so soon. "If you were a boy I wouldn't ask you why this is here. I don't see why I should ask in this case, unless you want to talk about it. I rather you 'explain' things on your own terms. I didn't even mean to find out."

"Wow." Marley breathed behind heavy lidded eyes. She smiled shyly in admiration, she could feel so much understanding radiating from the blonde.

"Wow?" Kitty questioned.

"I'm just shocked is all." Marley murmured. "I didn't expect you to take this so well. I mean, you're so... I don't even know how to describe you. I mean the best word I can think of is perfect. I could just go on a rant about everything that is amazing about you, but it'd be really long. I'm not perfect in anyway; I'm weird. This part of me is weird, don't you think? I'm not normal." It was Kitty's turn to blush as she shook her head. As pretty as she was, she wasn't used to getting compliments unless they were cheerios or grade related, but she wasn't about to let Marley see the effect her words had on her. She lowered her head instead and continued playing with the brunette's erection. She was in slight awe that Marley was hard again let alone not really reacting to her touch other than getting hard.

"I think you're perfectly normal. Better than normal actually."

"I wish more people were as understanding about this as you are." Marley whispered sheepishly. If Kitty kept touching her cock like that, she would probably cum in no time. She reached over to Kitty's hand and lightly wrapped her fingers around it. The blonde looked up in surprise, but didn't object that the brunette slowly moved their hands away from her erection. "Are you sure you don't have any questions?" Kitty couldn't help but pout, she had liked being able to touch Marley in that way. The way the brunette whimpered every so often and the way her eyes shined timidly inevitably turned Kitty on. Her fascination was the reason why she did have some questions for Marley, just none like the brunette could have imagined.

Kitty placed both hands on Marley's shoulders to turn the brunette to face her completely. She watched Marley's small smile grow as they looked at one another for a minute in silence. It was as if they were relearning the bits and pieces they knew of each other to place them together and form the most beautiful picture either girl had ever seen. Both girls, however, would never admit to feeling so grandly for the other. Marley was too shy and Kitty was too proud. So, instead Kitty decided to explore this new found territory with the brunette.

"Have you ever touched yourself?" Marley squeaked a little and shook her head in response. "Never?" Kitty continued curiously.

"Never." Marley replied softly.

"Well, what do you do when you're turned on?"

"I just wait till it goes away." Kitty's eyebrow shot up as she watched Marley shrug. "It's no big deal, I think I've gotten better at controlling it. By controlling it I mean thinking of things that won't be as appealing at the thing I'm always thinking about when I'm..." She rambled then trailed off and looked at Kitty to see if the girl need her to continue. The blonde had an expectant look on her face, so with a sigh Marley finished her sentence. "Turned on." Kitty understood a little better just why Marley could hold out so long without coming.

"So you're always thinking about the same thing?" Kitty asked curiously as Marley brushed her own hair behind her ear.

"Yeah." Marley replied with little information. She knew that the question would lead to 'what' she's always thinking about and the answer to that was Kitty. "Usually." Kitty sensed the hesitance in Marley's tone and she probably should have moved on from the topic, but she wanted to know. No... she_ needed _to know. She moved forward and placed both her hand on Marley's knees this time as she looked her in the eye.

"What are you usually thinking about when you're hard, Marley?" Kitty's fingers rubbed what should have been soothing circles on the brunette's knees, but the action only caused Marley's cock to twitch again.

"Nothing." Rushed quickly out of Marley's mouth.

"That's not true. You can tell me." Kitty whispered. "Do you think about boys?" Marley grunted and shook her head. That would be the last thing she'd ever think about; she wasn't interested in boys at all. Kitty laughed softly as she noticed Marley's displeasure with the idea. She bit her lip as she contemplated the fact that it could only mean the brunette was interested in girls. She wondered why she hadn't thought of that to begin with, but then again just because Marley has a penis didn't mean she's automatically gay. "Do you think about girls?" There was silence for well over a minute as Marley simply looked around the room between small sighs. "I'll take that as a yes." Marley nodded. Kitty bit her lip as she felt her clit throb against her panties. "Do you ever think about me?" Kitty asked boldly causing Marley's eyes to widen almost comically.

"No." She replied quickly. A little too quickly in fact, because suddenly there was a mischievous glint in Kitty's eyes that Marley had never seen before.

"You do, don't you?"

"Would you be mad?" Marley asked with furrowed brows. Kitty shook her head and smirked; that was all the confirmation she needed. She shook her head and watched relief cloud over the brunette's face.

"No. Like I said before, it's flattering." Marley expelled a breath she had been holding and nodded with a small smile. She felt as though a weight had been lifted off her shoulders. The fact that Kitty knew about her secret and the fact that she thought about her whenever she was aroused didn't make her feel awkward at all, if anything it helped her relax because the blonde was so okay with it.

"I never actually do anything about it and I'm working on it not happening, so you don't have to worry about that. I just hope we can still be friends now that you know all this." Marley said hopefully. Kitty laughed lowly and shook her head causing Marley to frown.

"I can't be your friend anymore Marley." Marley nodded in understanding as she looked down sadly. "I can't because all I can think about is kissing you and touching you." Kitty practically purred. Marley couldn't believe her ears as her head shot back up. Kitty's hands caressed her thighs as she inched closer and closer to her. "Have you ever kissed anybody, Marley?" Marley gulped slightly and shook her head. Kitty licked her lips when she felt her pussy clench at the thought of possibly being Marley's first everything. "Do you want to kiss me?" Marley battled to keep her eyes open as she felt Kitty's breath against her face. She didn't know how things had escalated so quickly, but she wasn't particularly opposed to it as she nodded quickly. Kitty chuckled and placed a hand on Marley's cheek. "You're so cute."

Kitty looked at Marley one more time to drink in her features thanks to the sun finally showing itself enough to illuminate the room. From her tousled hair, to the dimple under her eyes and all the way down to her perfectly chiseled chin. Her fingers traced the contours of the brunette's face as she watched in awe just how beautiful she really was. Slowly yet surely she pressed her lips against Marley's.

Inhaling deeply Marley felt soft lips softly on her own. She'd never kissed anybody before, so she was kind of lost on what to do next. Luckily for her, Kitty was eager to assist. The cheerio's other hand wound up on her neck as she pulled her closer. She opened her mouth as she gently sucked on Marley's lower lip. Marley moaned lowly in response and reached with tentative hands to place them on Kitty's lower back. She felt parted her lips in tandem with Kitty and soon enough they fell into a rhythm.

This wasn't Kitty's first kiss at all, but it certainly felt that way as she slowly licked Marley's top lip teasingly. She loved the way Marley held her so dearly, almost as if she were a porcelain doll on the brink of breaking. It was what spurred her on and made her want to show Marley new and exciting things. That was why she pushed the girl to lay back on the bed as she straddled her. Both girl's moaned as their bodies met. Kitty because Marley's hard cock felt amazing against her clit and Marley because she'd never felt anything so warm on her shaft before, even if it was over her pants. Kitty looked down at the brunette who's eyes were still closed and head still slightly inclined up as she eagerly awaited her lips.

"Hey girls. Just checking up on ya'." Kitty had never moved so fast in her life as she bounced away from Marley on bed. Marley's eyes widened as she looked over at her mom who'd just popped her head in while slowly opening the door. She sheepishly covered herself with the pillow her side to hid her erection from plain sight. Kitty groaned inwardly and tried to calm her racing heart.

"Hey mom." Marley said with a small smile seeing as she didn't blame her mom for interrupting. It was a habit of Millie's to walk over to her daughter's room and wake her. The brunette slept like a sloth if you let her. Marley hadn't been thinking about that part of her usual morning routine just a moment ago when Kitty had been kissing her.

"Hi Mrs. Rose." Kitty replied politely. She saw Millie purse her lips and she chuckled. "I mean Millie."

"Well then girls get ready to go and come downstairs. Breakfast isn't going to eat itself." Millie said unaware of anything that had been happening before she walked in the room. Both girls nodded and with a smile Millie was out of the room.

"I guess we should..." Marley started timidly.

"I need to show you something once we get to school." Kitty interrupted with a smirk. Marley nodded slowly as she watched Kitty stand and walk towards her cheerios bag. The blonde pulled out her cheerios uniform and walked toward the door only to turn back around. Marley watched her every step until she was standing next to the bed. Slowly Kitty lowered her mouth to Marley's ear and whispered. "If you kiss that good, I can't begin to imagine how good you _fuck_."

Things at school would be interesting to say the least.


	4. Chapter 4

_A/N: Here's another chapter for you guys. I really hope you like. Please give me your feedback and let me know whether you're enjoying it or not. Oh! Follow me on tumblr I'm faberry4tw. Thanks for all the reviews!_

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Marley nervously walked towards the choir room for Glee practice. As soon as she and Kitty had arrived earlier that day they had parted ways. Apparently Sue was always the first person to be at school, something neither girls knew. Sue was quick to pounce on the Cheerio and demand she start early practice runs to improve her lackluster performance. Kitty didn't object mostly because she was head cheerleader and she wanted to continue being so. Gulping softly Marley had adverted her gaze from Sue's narrowed eyes. The older woman watched curiously as Kitty wrote something on a piece of paper and handed it to the brunette.

Periods passed and the girls hadn't seen much of each other, except for several glances from across the hallway as they walked towards their respective classes. Thoughts about their kiss clouded Marley's mind all day as she attempted to hide the proof of her arousal behind her books. She spent all her classes scribbling random words on blank paper as her mind became flooded with images of Kitty's blonde hair creating a curtain around them as she was straddled. Her eyes became heavy lidded as she recalled the feeling of soft skin under her fingertips when she held Kitty's slim waist while they kissed slowly. There really was no other way to explain Marley's state of mind other than a daze. She'd finally had her first kiss and it had been the most amazing experience of her life as of yet.

Walking to Glee, however, pushed the amazing feeling away as she imagined a cold Kitty pushing her away and being dismissive. Would the girl even recognize what had happened between them? Marley thought as she bit her lip. She wasn't going to announce it to the Glee club or anything of the sort, but she hoped that Kitty might at least sit next to her. Glancing down at her shaky hands she read the small note that Kitty had given her before she had left with Coach Sylvester.

_Text me during Glee._

Marley had no idea why Kitty wanted to wait until Glee to be texted, but she decided she wouldn't question it because the blonde must have a reason for it. Her nerves were mostly fueled because of the way Kitty had whispered in her ear earlier that morning. Hearing the word _fuck _leave the petite girl's mouth served to fuel Marley's already aching desire to take the girl. Not that Marley would ever say that. It may be a reoccurring dream of hers, but she doubted that she'd ever voice how much she really liked Kitty. She didn't even know how to act around Kitty after sharing a kiss with her, let alone after hearing that Kitty apparently wanted to have sex with her. At least that was what Marley understood from the blonde's sultry words.

After what seemed like an eternity Marley had rounded the corner and walked into the choir room where half of the club seemed to be chatting about. Her eyes roamed the room in search of Kitty. She frowned upon noticing that the cheerio wasn't there yet. Sighing Marley stepped over to a lone chair and pulled out her notebook to continue sketching randomly. She was distracted by somebody standing in front of her.

"Hey Marley." Jake said with a lopsided grin on his lips. Marley looked up and smiled to acknowledge the boy. He took the gesture as an invitation to sit beside her. "How have you been?"

"I've been good." Marley breathed with a smile as she thought about her first kiss again. Jake nodded and pulled his chair closer to her. Marley's brows furrowed as she watched Jake place his arm behind her chair. She and the boy rarely spoke so she found his behavior extremely odd.

"That's awesome. You know I was wondering if you'd want to like hangout sometime." He said lowly.

"Hangout?" Marley asked as he nodded enthusiastically with a grin.

"Yeah. Like a movie or something."

"Jake." Marley started with a sigh. She shook her head slowly while pulling her chair away from him slightly so his arm wasn't around her anymore. "That sounds like fun, but I don't really..."

"It'll be fun Marley. We could go to Breadstix after." Jake interrupted. For the third time Marley smiled at the boy, but only for show.

"I have a lot going on this week." Marley pitched. In a way she did because she had to rehearse her duets performance with Kitty, but if she really wanted to she might be able to make some time for Jake. She just didn't want to.

"C'mon Marley. We both know that's not true. You're probably going to stay home all week and watch chick flicks with your mom." Marley's smile dropped and instead her brows furrowed. She hated when people talked about her mom.

"I'm not actually, but even if I were just going to watch movies with my mom, it would be so much better than going out with you." Jake scoffed and crossed his arms across his chest. He chuckled mirthlessly as he eyed the brunette.

"You don't mean that." He said confidently as he invaded Marley's personal space yet again. "I think you're just too shy to say yes. I mean everybody knows you want me. I see the way you look at me. Stop playing hard to get." Marley rolled her eyes. In reality Marley never looked at Jake. She only ever glanced his direction when he and Kitty were an item, but only because her eyes always found a way to the cheerio. Being as conceited as he was, Marley understood why Jake thought her looks and stares were directed at him.

"I'm sorry, Jake. I'm not interested." Marley urged as she pulled her chair over to distance them again.

"Are you serious?" Jake asked exasperated. He wasn't used to being rejected.

"Get lost Jake." Jake and Marley looked up swiftly and saw Kitty walking towards them. Marley bit her lip as she watched the blonde sashay their way. She loved the way Kitty's cheerios skirt bounced with every step. Jake wasn't too happy as he groaned and leaned back in his chair. Marley wasn't aware of it, but Kitty had been watching Jake try to ask her out and something deep within the blonde felt enraged with the boy. So, this is what jealousy feels like, Kitty thought whenever she saw Jake's arm around Marley.

"What do you want, Kitty?" Jake asked annoyed. Kitty raised a perfectly sculpted eyebrow and stood before him with crossed arms.

"I already told you. Get lost." Kitty said slowly yet surely. Jake looked over to Marley and through narrowed eyes he saw that Marley wasn't bothered by Kitty's presence like he thought she would be. In fact, the brunette seemed to be swooning in some way, but Jake threw that idea out the window when he remembered how Marley looks at him -not really-.

"Kitty, we're broken up. You can't tell me what to do anymore." Jake said. Kitty laughed softly and took one step closer to intimidate.

"I'm fully aware of the fact that _I_ dumped _you_. That's not what this is about." Kitty remarked. Marley continued to watch the two carefully. She'd never seen that look on Kitty's face before. "Marley said no. Be a man and walk away. She doesn't need you insisting to do something she doesn't want to do."

"You're full of it, Kitty. You don't know what Marley wants." Kitty rolled her eyes at the boy. She found it infuriating how he acted as if Marley wasn't right next to them and had a voice of her own. She looked at Marley. The action took the brunette's breath away for a second before she recollected herself and listened to Kitty.

"Okay, why don't we ask her then. Do you want to go out with Jake?" Kitty asked. Marley hesitated for just a second because she was lost in the way Kitty's eyes seemed to shine with swirls of all kinds of colors, but she eventually blinked away her trance.

"No. I've been trying to say that for a while now." Marley said with a pout. Kitty smiled softly at the sight, but soon returned to her HBIC persona her attention shifted to Jake.

"There you have it, Jake. You can stop being a pig now and leave." Jake scoffed and shook his head in disbelief. There was no way Marley would ever reject him had Kitty not been around, he thought. He glanced at Marley one last time as he stood and decided to ask Marley out another time far away from Kitty. Kitty glared at the tan boy as he walked towards Sam, making sure that he saw just how much she wanted him to stay away from Marley.

Kitty looked down at Marley and shrugged when the brunette thanked her softly for helping. Her heart skipped a beat or two when she saw Marley looking up at her with such adoration, almost as if she were her knight in shining armor. Kitty smiled for just a second before shrugging again.

Eventually the rest of the Glee club arrived at the choir room. Much to Marley's content, Kitty had taken a seat next to her. They had moved to a row in the back. The blonde refused to give Jake another opportunity to harass the brunette. If she was called out on it, she would just say Marley's her duet partner. It wasn't as if she was ashamed or embarrassed to sit by Marley, but she had a 'reputation' she needed to keep up with.

Finn decided it was the perfect time to tell stories about previous performances within the glee club and use them as examples. Kitty could see Marley fiddling with something from the corner of her eye. Turning her head slightly she saw that it was a cellphone. She smirked as she remembered the note that she'd handed to Marley. Her debacle with Jake -and her jealousy- had completely distracted her from what she had planned.

Noticing Marley's hesitance to start a conversation via text, Kitty inched her chair closer to Marley until their arms were brushing slightly. Marley licked her lips nervously as she felt Kitty squeeze her thigh softly. Kitty watched closely as Marley shifted in her seat. She moved her hand under the notebook placed on Marley's lap and cupped the brunette's already hard cock. Marley's eyes flitted across the room to see if there were any curious eyes on them. Everybody was too immersed in whatever Finn was saying.

"Kitty, what are you doing?" Marley asked breathlessly as Kitty leaned forward to place small kisses against her warm neck. Marley's eyes rolled to the back of her head as she felt Kitty's tongue dart out and traces shapes on her skin. Biting her lip Marley stifled a moan as Kitty licked the shell of her ear teasingly.

"I think we should get out of here." Kitty whispered while peppering kisses back down Marley's neck.

"And go where?" Marley asked while placing a hand over Kitty's to keep it in place. She was practically reeling with want.

"There's something I want to show you, remember?" The cheerio moved back to look at Marley's lust ridden face. She licked her lips and took in the sight of the slight furrow of the brunette's brow and the way she panted lowly in tandem with her throbbing penis.

"But we have Glee." Marley objected with fake concern. She was giddy at the prospect of leaving with Kitty.

"I don't care." Kitty whispered. "Let's get out of here."

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"When is your mom getting home?" Kitty asked as she walked behind Marley who was facing the window in her bedroom. She couldn't believe Kitty had actually convinced her to ditch Glee. She sighed when she felt the cheerio's hands placed on her shoulders. Slowly small hands inched lower caressing as much available skin as they could.

"Probably an hour." Marley breathed. Kitty smirked and wrapped her arms around Marley's waist while pressing herself fully against the brunette's back.

"I don't think we'll need more time than that." Kitty whispered. Her hands moved away from Marley's waist slowly and up her sleek form all the way to the brunette's breasts.

"Oh my god." Marley exhaled as she slumped forward. She placed a hand against the wall in front of her to keep herself from falling at the immense pleasure. Kitty hummed a positive response while she massaged the soft globes over the brunette's shirt. One of Kitty's hand traveled back down and landed between Marley's legs to stroke purposefully. Marley was in heaven. She was almost positive that a few more seconds of the wonderful attention and she would combust. There weren't questions circling in her mind about what these sexual explorations would lead to between Kitty and herself, but in the very back of her mind she knew that eventually it would have to come up. Not at the moment, however.

Kitty grinned as she felt Marley's hardened nipples strain against her bra. With her lips Kitty brushed away brunette locks and licked a blazing trail against a pale neck. She moaned softly when she felt Marley push her body back into her. Her clit throbbed and ached for attention much like her pussy, but she wanted this moment to be about Marley. She yearned to explore the girl's body completely. It was all she was able to think about all day at school.

Pulling Marley along with her, Kitty walked over to the bed. She slowly pushed the brunette until she was sitting on the bed. Marley bit her lip with anticipation as she saw Kitty remove her hair tie and brush her fingers through her hair. She wondered for the umpteenth time in her life, why she'd opted to wear such tight briefs -even if she knew it was just to conceal her appendage-.

"I want you to touch yourself." Kitty said with a smirk. Marley's eyes widened in shock as she shook her head reflexively. Kitty chuckled and reached for the zipper of her Cheerios top. She pulled it down ever so slowly as she watched Marley's eyes become heavy with arousal. "Do you want me to take this off Marley?" Marley gulped and nodded eagerly. She'd never seen anybody naked and she was nervous about it, but Kitty's small smile reassured her that it would be okay.

"Yeah, I do." Marley whispered. Kitty wasted no time as she pulled the cheerios top over her head and tossed it next to her on the floor. Marley moaned softly as she saw Kitty's full breasts cupped perfectly by a red bra. "I don't know how to t-touch myself." Smirking Kitty walked over so she was kneeling in front of Marley. Kitty looked up into deep blue eyes and couldn't avoid smiling at the beauty before her. As much as she tried to pass this all off as a crush, she knew that she was very close to being past that.

"I'll show you how." Kitty said as she slowly pulled down Marley's medium length skirt down her smooth legs. Marley watched as the blonde's hands traveled up and down her legs teasingly. After Kitty was done she moved her hands back up to remove Marley's briefs, but saw a hint of hesitance on the brunette's face.

Propping herself up slightly, Kitty placed a hand on the back of Marley's neck and pulled the girl's lips on her own. Marley melted into the kiss and responded thirstily as Kitty's tongue playfully begged for access. Their tongues slid against one another with hot wet strokes. Marley's hands inevitably found themselves in blonde hair as she tugged the shorter girl closer. She couldn't get enough of the cheerio. In fact she was so dazed that she failed to notice the moment Kitty removed her briefs. Kitty slowly pulled back to look down at Marley's erect cock. Marley watched Kitty in silence as she observed the way the blonde looked at her in awe.

"Is it okay?" Marley asked worriedly. She was answered by soft lips kissing her again passionately. Her heart tugged at her chest as she was kissed so intensely by Kitty.

"It's so sexy." Kitty whispered against Marley's lips. Marley laughed softly and leaned forward meekly to steal another kiss from Kitty. The reaction she got from the cheerio was a growl and a warm hand holding onto her hot shaft. Marley was a goner.

Before that moment, Marley hadn't been aware of anything feeling so good. Struggling to see with heavy eyes she watched Kitty's pump her cock slowly. The blonde gathered the trace of precum from the blushing tip and used it to stroke Marley's shaft without hurting her in the process. Kitty licked her lips hungrily as she drank in what was there before her. She'd never seen one before, but she was sure that Marley's cock was the prettiest one in the world. It was probably average size if not a little above it, the bulbous head pink and blushing. The small drops of precum made it glisten in the afternoon light and Kitty felt such an urge to kiss and lick the throbbing meat. However, she didn't want to push things so she continued her administrations.

"Kitty, I feel..." Marley moaned as she felt a stirring low in her belly. Kitty frowned because she wasn't quite ready for it to end. With her left hand she pulled up Marley's t-shirt. Marley looked down with curious eyes. Kitty squirmed in place when she saw Marley's toned stomach; her clit licked at her panties at the sight. Never stopping the motion of her right hand that pumped away at Marley's cock, she leaned over and placed a wet kiss on Marley's hip. Marley hissed and started moving her hips up greedily seeking more contact from Kitty's hand and mouth.

"Don't hold back." Kitty breathed against Marley's clenching stomach as she raked her nails up and down on it. She continued to kiss the smooth expanse of skin beneath her until she finally licked a trail from Marley's belly button down to her cock. "Let go, Marley. I want you to cum for me."

"I'm... I'm..." Marley stuttered helplessly as she felt white heat rush through her entire body.

"Look at me when you cum." Kitty whispered softly as she held onto the back of Marley's head to pull their foreheads together. She pumped at Marley's shaft with deliberate strokes as the brunette trembled against her.

Their eyes locked in an intense stare and Kitty couldn't believe just how amazing it all was as Marley looked at her with those eyes. She bit her lip and fought the urge to rub her clit to relieve the ache between her legs; she didn't want to distract herself from the way Marley whispered her name and begged her not to stop. Kitty growled and kissed her deeply when she felt the first drop of cum on her fingers. Marley whimpered lowly and bit Kitty's lip when she was hit with the last wave of her orgasm.

"Fuck." Kitty breathed against Marley's lips. Her fingers brushed through Marley's brown hair as she came down from her high. Turned on seemed like an understatement to Kitty as she stroked Marley's cock with her cum. Marley looked down at her lazily with a grin and it was then that Kitty knew she had to take care of her need.

Just as she was inching her hand down to her wet and throbbing pussy, a voice resounded from downstairs.

"Marls, I'm home." Both girl's moved quickly to find their discarded clothes as they heard Marley's mom get closer to the room. "Finn told me you left Glee club early." Marley jumped back in bed as soon as she was completely dressed again, unlike Kitty who was struggling to pull the zipper back up on her top. "I can run by the pharmacy if you're not feeling well." Kitty barely had time to tie her hair into the cheerios signature ponytail when Millie opened the door to Marley's room. "Oh."

Millie looked at the flushed expression on both girl's faces and the way Marley anxiously played with the blanket beneath her. Apparently she'd interrupted something again, she was quite aware that she'd walked in on something earlier that morning, but she'd thought nothing of it. She sighed and decided to have a talk with Marley later about her suspicions.

"I better get going." Kitty rushed as she stood from Marley's bed and grabbed her backpack from the floor.

"You're leaving?" The words had left Marley's mouth before she had a chance to stop herself. She didn't expect anything from Kitty, but she thought that the blonde would at least spend some time with her after the fact.

"I'm about to make dinner. You can't leave now." Millie said with a smile.

"Well, I..." Marley crossed her metaphorical fingers that Kitty would stay just a while longer.

"I can call your parents if you need permission to stay for a while longer." Millie offered. Kitty sighed and shook her head. She really didn't want to leave; she'd just been shaken up after almost being caught with Marley in such a compromising situation.

"That won't be necessary, Millie."

"Great, I'll get to it then." Kitty nodded and looked at Marley to find a beaming smile directed at her. She rolled her eyes to push aside the flutter in her chest, but she eventually smiled back. Kitty walked back to the bed and took a seat beside Marley like before. Millie stopped right before walking out of the room. "Just keep your door open. Okay, girls?"


End file.
